Annual General Meeting 2023
Vestas Wind Systems A/S will hold its Annual General Meeting on
12 April 2023 at 4:30 p.m. (CEST).
The venue of the Annual General Meeting is Vestas Wind Systems A/S, Hedeager 42, 8200 Aarhus N, Denmark.
Downloads
Notice convening the Annual General Meeting 2023 (pdf)
Proxy/vote by correspondence form (pdf)
Election of members to the Board of Directors (pdf)
Shareholders wishing to attend the Annual General Meeting must notify Vestas of their attendance no later than Wednesday 05 April 2023 at 11:59 p.m. (CEST).
Please note that to receive a confirmation of your registration you will need to make sure your email address is submitted in the InvestorPortal. The same applies to proxies given to a third party.
Attendance – 12 April 2023
At the entrance to the Annual General Meeting, shareholders will be requested to confirm their registration by logging into an AGM Portal via a smartphone or tablet. The shareholders are kindly asked to bring:
- a smartphone or tablet and
- MitID or VP ID for this purpose.
We refer to the notice for further information.
Company Announcement
08:00 CET 09 March 2023
The Chair of the Board of Directors of Vestas Wind Systems A/S, Bert Nordberg, has informed Vestas that he will not stand for re-election as board member in connection with the Annual General Meeting on 12 April 2023.
The Annual General Meeting will be broadcast live in Danish and English. The live webcast is publicly accessible and requires no registration.
The webcast does not offer possibilities for voting, expressing opinions, or asking questions at the meeting itself.
How to vote in advance
- Voting by proxy or by correspondence
Should you be prevented from attending in person, we encourage you to exercise your rights before the Annual General Meeting by submitting proxy or vote by correspondence via the InvestorPortal - Proxy/vote by correspondence form (pdf).
Questions
If you have any questions before the Annual General Meeting, please send these to vestasagm@vestas.com
Calendar
05 April 2023
The record date
Deadline for notifying Vestas about attendance
Deadline for voting by proxy
11 April 2023
Deadline for voting by correspondence
12 April 2023
The Annual General Meeting
Annual Report
Vestas’ 2022 revenue amounted to EUR 14,486m with an EBIT margin before special items of (8) percent , total investments of EUR 758m , and a combined order backlog of EUR 49.5bn. The Annual Report will be presented to the AGM 2023 for approval.
Remuneration Report
This report provides the overview of the total remuneration received by the Board and the Executive Management, during the financial year 2022. The report will be presented to the Annual General Meeting 2023 for an advisory vote.
Dividend
The Board proposes to the Annual General Meeting that no dividend payment will be distributed to the shareholders in 2023.
Articles of Association
Within the limits laid down by law and these Articles of Association, the General Meeting shall be the highest authority of the Company's affairs.
Record date
The record date: 5 April 2023
Shareholders holding shares in the company on the record date are entitled to attend and vote at the Annual General Meeting, including voting by submitting a proxy or a correspondence vote. The shares held by each shareholder at the record date are calculated on the basis of registration of the shareholder’s ownership in the register of shareholders on the record date and notifications about ownership received by the company as of this date for entry into the register of shareholders, but which have not yet been registered in the register of shareholders.
Furthermore, participation is conditional upon the shareholders having notified Vestas of their attendance. Shareholders wishing to exercise their rights are encouraged to contact their depository bank well in advance of the record date to ensure correct and sufficient registration
Notification of attendance
Shareholders wishing to attend the Annual General Meeting must notify Vestas of their attendance.
Deadline: 5 April 2023 at 11.59 p.m.
As of 10 March 2023, notification of attendance can be done via the InvestorPortal (requires an electronic access code or MitID). By email to CPH-investor@euronext.com stating name, address, telephone no. and VP account no. as well as the name of the advisor, if applicable.
Article 6(3)
“Any shareholder who is entitled to attend a General Meeting, ref. Article 6(2), and who wishes to attend a General Meeting or to be represented by proxy, must notify the Company of their attendance no later than three days before the date of the relevant General Meeting. Notification of participation shall not prevent the shareholder from deciding to be represented by proxy after notification has taken place.”
Submission of proxy
Shareholders entitled to attend the Annual General Meeting may vote by proxy. Proxy can be given by shareholders who are not able to attend the meeting, or who wish to submit votes in advance.
Deadline: 5 Apirl 2023 at 11.59 p.m.
As of 10 March 2023, the proxy can be submitted electronically via Vestas' InvestorPortal (requires an electronic access code) or in writing by using the proxy form.
Shareholders using the proxy form shall complete the form, sign it and return it in due time to reach Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen K, Denmark (email a scanned copy of the form to CPH-investor@euronext.com) not later than on 5 April 2023.
Vote by correspondence
Shareholders entitled to attend the Annual General Meeting may vote by correspondence in advance of the meeting. Like granting proxy, a correspondence vote can be given by shareholders who are not able to attend the meeting, or who wish to submit votes in advance. In contrast to granting proxy with instructions, a correspondence vote cannot be revoked.
Deadline: 11 April 2023 at 12.00 noon.
As of 10 March 2023, vote by correspondence can be submitted electronically via Vestas' InvestorPortal (requires an electronic access code) or in writing by using the vote by correspondence form, which can be downloaded from vestas.com/investor as from 10 March 2023.
Shareholders using the vote by correspondence form shall complete the form, sign it and return it in due time to reach Euronext Securities (email a scanned copy of the form to CPH-investor@euronext.com) not later than on 11 April 2023 at 12:00 noon.
Article 6(4)
"...Voting rights may be exercised by proxy, provided that the proxy holder documents the right to attend the General Meeting, ref. article 6(3), and presents a written and dated proxy.
Shareholders entitled to attend a General Meeting, ref. article 6(2), may also vote by correspondence. Votes by correspondence must be made in writing and be received by the Company not later than on the day before the General Meeting."
Article 6(4) of the Articles of Association
Questions and answers
If you have any questions before the Annual General Meeting, please send these to vestasagm@vestas.com. Questions and answers will subsequently be shown here.
Size of the share capital and shareholders’ voting rights
Size of the share capital
Share capital:- DKK 201,973,452
Nominal denomination: DKK 0.20
Number of shares: 1,009,867,260
Share classes: One share class
Voting rights: One share carries 20 votes
Shareholders' voting rights
The right of a shareholder to attend a general meeting and to vote is determined relative to the shares held by the shareholder at the record date. The record date is one week before the general meeting.
The shares held by each shareholder at the record date are calculated on the basis of registration of the shareholder's ownership in the register of shareholders and notifications about ownership received by the company for entry, but which have not yet been registered in the register of shareholders.
Electronic communication
- register your email address
Convening notices for Vestas’ general meetings are sent by email. It is therefore important that shareholders sign up for Vestas' email service, if they want to receive convening notices for future general meetings. In the InvestorPortal, shareholders can subscribe to receive convening notices, annual reports, interim financial reports and other shareholder information by email.
Request a specific matter to be included in the agenda
Article 4(6)
“Any shareholder may in writing to the Board of Directors claim a specific matter included in the agenda for the Annual General Meeting. The claim must be submitted not later than six weeks before the date of the Annual General Meeting.”